Mercer : Disclosure of Directors & Senior Managers Relevant Interest

1:rm Ongoing Disclosure Notice Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2),Financial MarketsConduct Act 2013

To NZX Limited;and

Name of listed issuer:

Date thisdisclosure made:

Date of lastdisclosure :

Mercer Group Limited

09-Dec-16

04-Nov-16

Director or senior manager giving disclosure

Full name(s):

Name of listed issuer:

Name of related body corporate (if applicable):

Position held in listed issuer :

John Dennehy

Mercer GroupLimited

Director

Summary of acquisition or disposal of relevant interest (excludingspecified derivatives)

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest·

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s) :

Registered holder(s) once transfers are registered:

Ordinary Shares

Beneficial

10,000,000

Nil

Zagato Limited

A statement as to whether the derivative is cash settled or h sicall settled:

Any other details needed to understand how the amount of the considerationpayable under the derivative or the value of the derivative is affected by the value of the underlying financial roducts:

Details ofaffected derivative-

NIA

NIA

NIA

NIA

NIA

NIA

For that derivative, -

Parties to the derivative:

If the director or senior manager is not a party to the derivative, the nature of the relevant interestin the derivative:

Details of transactions giving rise to acquisition or disposal

/Total number of transactions to which notice relates:

Details oftransactions requiringdisclosure -

Date of transaction:

Nature of transact ion:

Name of anyother party or parties to the transaction (if known):

The consideration,expressed in New Zealanddollars, paid or received for theacquisitionor disposa l.If the consideration wasnot in cash andcannot be readily by convertedinto acashvalue, describe the consideration:

Number of financial products to which the transaction related:

08-Dec-16

Placement

NIA

$100,000.00

10,000,000

If the issuer has a financial products trading policy that prohibits directors or seniormanagers from trading during anyperiod without written clearance(a closedperiod) include the following details-

Whether relevant interests were acquiredor disposed of during a closedperiod:

Whether prior writtenclearance was provided to allowthe acquisition or disposal to proceed during the closedperiod:

Date of the prior written clearance (if any):

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:Nature of relevant interest:

Forthat relevant interest,-

Number held in class :

Current registered hoider(s) :

For a derivative relevant interest,-

/Type of derivative:

Details of derivative ,-

The notional value of the derivative (if any) or the notional amountof underlying financial IProducts (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative isaffected by the value of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative :

if the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:

Icertify that, to thebest of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Signature of director or officer:

Date of signature :

Certification

1

Ordinary Shares

Beneficial

600,0001

John Dennehy

NIA

NIA

NIA

NIA

NIA

NIA

NIA

NIA

NIA

cf'- ·

I 09-Dec-16I

Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), FinancialMarkets Conduct Act 2013

To NZXLimited; and

Name of listed issuer:

Date this disclosure made:

Date of last disclosure:

Mercer Group Limited

09-Dec-16

04-Nov-16

Director or senior manager giving disclosure

Full name(s):

Nameoflisted issuer:

Name ofrelated body corporate (ifapplicable):

Position held in listed issuer:

Richard RRookes

Mercer Group Limited

CEO IDirector

Summary of acquisition or disposalof relevantinterest(excluding spec ified derivatives)

Classof affected quoted financ ialproducts:

Nature ofthe affectedrelevantinterest(s):

For that relevant interest-

Numberheld in class before acquisition or disposal:

Numberheld in class after acquisition or disposal:

Currentregistered holder(s):

Registered holder(s)oncetransfers areregistered:

Ordinarv Sha res

Benefic ial

50,000

12,050,000

NIA

RichardR Rookes

Summary of acquisition or disposal of specif ied derivatives relevant interest (if applicable)Type of affected derivative:

The notional value of the derivat ive (if any)or the notional amount of underlying financialproducts (if any):

A statement as to whether the derivat ive is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative( if any):

The price specified in the terms of the derivative (if any):

Any otherdetails needed to understand how the amount of the consideration payable under the derivative or thevalue of the derivative is affected by the value of the underlying financial products:

NIA

NIA

NIA

NIA

NIA

NIA

Class of underlying financ ialproducts:Details of affected derivative-

For that derivative,-

Parties to the derivative :

If the director or senior manager is not a party to the derivative ,the nature of the relevant interest in the derivative :

Details of transactions giving rise to acquisition or disposal

Dateof transaction:

Nature of transact ion:

Name of any other party or parties to the transaction (if known):

The considera tion,expressed inNew Zea land dollars,paid or received for the acquisition ordisposal. Ifthe consideration was not in cash andcannot be readily by converted into a cash value ,describe the consideration:

Number of financial products to which the transaction related:

08-Dec-16

Placement

NIA

$120,000 .00

12,000,000

Total numberoftransactions to which notice relates: Details of transactions requiring disclosure-

Whetherrelevantinterestswere acquiredor disposedofduring a closed period:

Whethe rprior written clearance was provided to allowthe acquisition or disposal to proceedduring the closed period:

Date of thepriorwritten clearance (if any):

If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details-

Summary of other relevant interests after acquisition or disposal: Class of quoted financ ial products:

Nature of relevant interest: Forthat relevant interest,-Number held in class:Current registered holder(s):

For a derivative relevant interest,-

The notionalvalue of the derivative(ifany) or thenotionalamountofunderly ingfinanc ialproducts (if any):

A statement as to whether the derivative is cash settled or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

Any other deta ils needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financ ial products:

For that derivative relevant interest,-

Parties to the derivative :

If the director or senior manager is nota party to the derivative ,the nature of the relevant interest in the derivative :

!Type of derivative:Details of derivative,-

I certify that, to the best of my knowledge and belief,the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Signature of director or officer:

Date of signature:

Certification

1

NIA

NIA

NIA

NIA

NIA

NIA

NIA

NIA

NIA

09 Dec 16